Holders of Gorilla Technology Group Inc.'s Class A CVRs entitled to 0.559 Ordinary Shares
TAIPEI, Taiwan and NEW YORK, Jan. 17, 2023 (GLOBE NEWSWIRE) -- Gorilla Technology Group Inc. (“Gorilla”) (NASDAQ: GRRR), a global provider of AI based edge video analytics, IoT technologies, and cybersecurity, today announced that each holder of Gorilla’s Class A contingent value rights (“CVRs”) will be entitled to a distribution of Gorilla ordinary shares, subject to restrictions provided for in the Contingent Value Rights Agreement included as Exhibit 4.1 of Gorilla’s Form 6-K filed with the SEC on July 19, 2022 (the “Contingent Value Rights Agreement”). All capitalized terms in this press release that are not defined shall have the meaning assigned to them in the Contingent Value Rights Agreement.
On December 23, 2022, the SPAC Representative delivered a Price Protection Statement (as that term is defined in the BCA). In this Price Protection Statement, the SPAC Representative determined that December 21, 2022 was the final day of a VWAP Measurement Period under Section 1.2(b)(i)(A)(IV) of the BCA and that the Average VWAP Price for such period was $8.14 (as such terms are defined in the BCA). Citing these figures, the SPAC Representative determined that 0.252 ordinary shares were to be distributed to each person holding Class A CVRs on December 21, 2022. This Price Protection Statement made no mention of the Class B CVRs. The Company Representative did not object to this Price Protection Statement within 10 days.
On January 2, 2023, the SPAC Representative delivered a second Price Protection Statement. In this Price Protection Statement, the SPAC Representative determined that December 30, 2022 was the final day of a VWAP Measurement Period and that the Average VWAP Price for such period was $6.53. Citing these figures, the SPAC Representative determined that 0.307 ordinary shares were to be distributed to each person holding Class A CVRs on December 30, 2022. This Price Protection Statement made no mention of the Class B CVRs. The Company Representative did not object to this Price Protection Statement within 10 days.
A holder of Class A CVRs may become a Quaifying CVR Holder by sending a notice (a “Notice”) containing the following information to [email protected]:
A Notice is invalid (an “Invalid Notice”) unless the Notice contains all the information above and sufficient detail to cause Gorilla to believe with a commercially reasonable degree of certainty that the content of the Notice is accurate (a “Valid Notice”). If Gorilla determines in good faith that a Notice is an Invalid Notice, Gorilla will inform the sender of the Notice that the Notice is an Invalid Notice through a reply to the email containing the Invalid Notice. If the sender of an Invalid Notice subsequently provides information or otherwise enables Gorilla to verify information such that the total mix of information available to Gorilla would constitute a Valid Notice, then the sender shall be deemed to have delivered a Valid Notice.
A holder cannot become a Qualifying CVR Holder unless that holder delivers a Valid Notice. If a CVR Holder fails to become a Qualifying CVR Holder within one year of the delivery of the CVR Payment Notice (which occurred, with respect to both distributions described above, on January 17, 2023) the ordinary shares underlying such distribution(s) will be deemed to have been forfeited.
This press release shall satisfy Gorilla’s obligation to issue a press release under 2.3(a) of the Contingent Value Rights Agreement.
About Gorilla Technology Group Inc.
Gorilla, headquartered in Taipei, Taiwan, is a global solution provider in security intelligence, network intelligence, business intelligence and IoT technology. Gorilla develops a wide range of solutions including Smart Cities, Smart Retail, Enterprise Security, and Smart Media. In addition, Gorilla provides a complete Security Convergence Platform to government institutions, telecom companies and private enterprises with network surveillance and cyber security.
Gorilla places an emphasis on offering leading technology, expert service, and precise delivery, and ensuring top-of-the-line, intelligent and strong edge AI solutions that enable clients to improve operational performance and efficiency. With continuous core technology development, Gorilla will deliver edge AI solutions to managed service providers, distributors, system integrators, and hardware manufacturers.
Important Information and Where to Find It
This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release contains forward-looking statements, which are based on estimates, assumptions, and expectations. Actual results and performance could differ materially and adversely from those expressed or implied in forward-looking statements. Gorilla does not undertake any obligation to update any forward-looking statements, except as required by law.